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HomeMy WebLinkAboutR-91-0033J-91-30 } 12/19/90 RESOLUTION NO. 9.1 32, A RESOLUTIO4 WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER LEASE AGREEMENT, IN SUBSTANTIALLY THE FORM ATTACHED HERETO, WITH GE CAPITAL PUBLIC FINANCE, INC. FOR THE LEASE/PURCHASE OF VEHICLES FOR THE POLICE DEPARTMENT AT A COST NOT TO EXCEED $400,000 FOR FISCAL YEAR 1990-91 WITH FUNDS THEREFOR ALLOCATED FROM THE DEPARTMENT OF ENVIRONMENTAL SERVICES AND OPERATIONS MANAGEMENT/FLEET MANAGEMENT DIVISION OPERATING BUDGET. WHEREAS, the City Commission has approved resolutions 90-845 and 90-939, accepting bids for one hundred and sixty (160) police pursuit vehicles; and WHEREAS, such resolutions authorized financing the transaction under a 36-month lease purchase plan with the manufacturer or other financial institution; and WHEREAS, the Finance Department has conducted negotiations with several leasing companies and recommends entering into a master lease/purchase agreement with GE Capital Public Finance, Inc.; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute a master lease/purchase agreement,'/in substantially the form attached hereto, with GE Capital Public Finance, Inc. for financing police pursuit vehicles on a 36-month lease/purchase basis with a cost not to exceed $400,000 for fiscal year 90-91, with funds therefor allocated from the Department of Environmental Services and Operations Management/Fleet Management Division Operating Budget. 1/ The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but n ttmttud to_th prescribed b applicable City Charter and Codeprovisions P y PP y . CITY GG MEETUM OF ATTACHMENTS CONTAINED BAN xo 1991 R�� 91- 33 Section 3. This resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this loth day of January 19911• ATT MAYHAI, CIT ERK FINANCIAL REVIEW AND APPROVAL: CARLOS GARCIA, DIRECTOR FINANCE EPARTMENT BUDGETARY REVIEW & APPROVAL: PREPARED AND APPROVED BY: RALPH �. IAZ CHIEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: l JO GE L. F RNANDEZ CITY _AT19ANEY IPAI 91- 33 DE C t 4 ' ' 9� 8 : 54 F �Ohi CF S e% FLORIDA.1E of" srLraL!S9fssf s0�='-`=ems=ff f ssss=aCe2lsff rrs��t'_`�_•Sfrf s sa=c"�eei'!f f sss��-;��-r3sfffsrs�-G_��•J1rsf rrs��'L'��=1 rfslrl'!L!=!rf ss LEA!X-IURCWISE A&RMWNT Between GE CAPITAL PUBLIC FINANCE, INC.. as lessor and ^FIA, as Lagese Dated as of ^rr ez=ssfn� �fafecaa�aeeffsssguaeeaaafrsaz�eenaanns=�_—eeaffsne�„�rsrs�t_asszo=�==L�sssobLa�"'�sszsC�s==sssastlfa 91- 33 91-- 33 DEC 14 ' 90 a ., SS FROM GE: CF S PACE= . 003 This Lease-Purchsse Agreement dated as of the "1`2" (the lease), by and between uE capital Public Finance, Ine., a corporation duly organized and existing under the laws of the state of Delaware as lessor (lessor), whose address is Three Capital Drive, Eden Prairie, MM 55344; and "F1^, a political subdivision of the state of Florida as lessee (Lessee), whose address is ^F411, IFS', . Wi TMESMO t WHEREASr Lessee is authorized by law to acquire such items of personal property as are needed to carry out Its goyermiental functions, and to acquire such personal property by entering Into lease-purchoae agreemental and WHEREAS, Lessee has determined that it is necessary for it to acquire under this Lease certain items of personal property described herein as Equipment; and WHERHA3, lessor is ►tilling to acquire such Items of Equipment and to lease and sell thus to Lessee pursuant to this Lease; NOW THEREFORE, In the joint and moutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as followst ARTICLE 1 DEFINITIONS AND OWISIT8 Seotlon M . Deff!jtltisms. unless the context otherwise requires, the terms defined in this Section shell, for all purposes of this Lease, have the meanings herein specified. Cotrrmencemtent Patel The date upon which Lessee's obligation to make lease -Purchase Payments accrues as evidenced by the issuance to Lessor of the Certificate of Acceptance attached hereto as Exhibit C. Contractor: Each of the manufacturers or vendors from whom Lessee (or Lessor at Lessee's request) has ordered or will order or with whop lessee (or Lessor at Lessee's request) has contracted or wilt contract for the manufacture, delivery and/or installation of the Equipment. gMfpm_atv The personal property described In the attached Exhibit A which is being leased and purchased by Lessee pursuant to this Lease. lndenendent Counsel: An attorney duty admitted to the practice of law before the highest court of the State wf►o is not a full-time employee of Lessor or Lessee. Interests The portion of any Lease -Purchase Payment designated as and comprising interest as shown In the attached Exhibit B. Lease -Purchase Pavments The payment due from Lessee to Lessor on each Payment Date, as shown on Exhibit B. Mgt Proceedsi Any insurance proceeds or condemnation award, paid with respect to the Equipment, remaining after payment therefrom of all expenses incurred in the collection thereof. [!OMM132COO(iat nt The failure of Leasee's to appropriate money for any Fiscal Year of Lessee sufficient for the continued performance of this Lease try Lessee, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee from performing its obligations under this Lease, and from using any moneys to pay the lease -Purchase Payments due raider this Lease for a designated Fiscal Year and sit subsequent Fiscal years. payment Date: The date upon which any Lease -Purchase Payment is due and payable as provided In Exhibit B. Permitted Encumbrances: As of any particular time: (I) liens for taxes and assessments not then delinquent, or which Lessee may, pursuant to the provisions of Section 7.3 hereof, permit to remain unpaid, (if) this Lease and asmettrwts hereto, CIII) Lessor's interest in the Equipment, and (iv) any mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the manner prescribed by law, other than any Lien arising through a Contractor or which Lessee may, pursuant to Article vIII hereof, permit to remain unpaid. ergmyment Priest With respect to the Equipment, as of any Payment pate, the amount so designated and set forth opposite such date in the attached Exhibit 8. Ertrafgalt The portion of any lease -Purchase Payment designated as principal in the attached Exhibit G. Soecificationst The bid specifications and/or purchase order pursuant to which Lessee has ordered the Equipment from a Contractor. Ararat The state of Florida. State a faders Lew or Lads The Constitution end any Law of the State and any charter, ordinance, rule or regulation of any agency or political subdivision of the State: and arty law of the United states, and any rule or regulation of any federal agency. Tern -of this Lease or lease Term: The period commoncing on the execution of this Lease and ending on the date the last Lease -Purchase Payment Is due and payable, as shown in Exhibit 8. section 1.2. Exhibilts. The following Exhibits are attached to and by reference made a part of this Lease; jXbjkft As A description of the Equipment being leased and purchased by Lessee pursuant to this Lease, including the serial number thereof which shalt be inserted when available. Exhibit as A schedule to be completed by Lessor as provided In section 4.1, Indicating the date upon which the Test of this Least shall end, the date and amount of each Lease -Purchase Payment coning due during the Lease Tana, the amount 91- 33 9 1 - 33 DEC 14 ' 90 8 : 55 F POht GECFCF S PAGE . 004 w FEE►' of each Leese -Purchase Payment comprising Principal end Interest and the price at which lessee may prepay Its obligation to make at( future Lease -Purchase Payments with respect to the Equipment in accordance with Artitle X. The due date of each Lease Purchase Payment shalt be Inserted on Exhibit g by Lessor when Available. JxftJbIt Cs A Certificate of Acceptance of Lessee indicating that the Equipment has been delivered and installed in accordance with the Speoificattans, and has been accepted by Lessee, the data on which Loose -Purchase Payments shown in Exhibit B shall eornmenee, and that certain other requirements have been met by lessee. MbIbIt Ot An opinion of counsel to Lessee as to the organization, nature and powers of Lessee; the validity, execution and delivery of this lease and various related doctm*nts; the absence of litigations and related matters. hEx ib{t Es A form of resolution of the governing body of Lessee, relating to this Lease and, if applicable, certain federat tax matters. ARTICLE 11 REPRESENTATIONS, COVENANTS AND IIARRARTIES Section 2.1. R;3Xm Mist jons. Covenants and Var-tantfes-of Lessee. Lessee represents, covenants and warrants es follows: (a) Lessee is a it corporation and political subdivision of the State, duly organized and existing under the Constitution and tows of the state. (b) Lessee is authorized urder the Constitution and tows of the State to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (c) The officer of Lessee executing this Lease has been duly authorized to execute and deliver this Lease under the terms and provisions of a resolution of Lessee's governing body, or by other appropriate official action, (d) in authorizing and executing this Lease, Lessee has complied with all publit bidding and other State and Federal Laws applicable to this Lease and the acquisition of the Equipment by Lessee. (a) Lessee wilt not pledge, mortgage or assign this Leese, or its duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Leese. (f) Lessee will use the Equipment during the Lease Term only to perform the essential goverrinentot functions of (g) Lessee will take no action that would cause the interest portion of the lease -Purchase Payments to become includible In gross income of the recipient for federal income tax purposes under the Internet Reverxre Code of IM (the Code) and Treasury Regulations promulgated thereunder (the Regulatiwrs), and Lessee wilt take end wilt cause its officers, employees and agents to take all affirmative actions tegatty within its power necessary to ensure that the Interest portion of the Loose -Purchase Payments does not become includible in groat income of the recipient for federal income tax purposes under the Code and Regulations. (h) Upon delivery and installation of the Equipment, Lessee wilt provide to Lessor a completed and executed copy of the Certificate of Acceptance attached hereto as Exhibit C. (i) Upon the execution of this Lease, Lessee will provide to Lessor an opinion of its legal counsel in the form attached hereto as Exhibit D. (j) Lessee will submit to the Secretary of the Treasury and information reporting statement at the time and in the form _ required by the Code and the Regulations. (k) Lessee will cause a resolution substantially in the form attached hereto as Exhibit E to be adopted by its governing body. Section 2.2 Rtoresentatians. C9yMMts andsiarrae ies of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is a corporation duty organized, existing and in good standing under and by virtue of the laws of the state of Delaware, and is duly qualified and in good standing as a foreign corporation authorized to transact business in the State; has power to enter Into this Lease; is possessed of full power to own and hold real and persanal property, and to lease and sell the same; and has duly authorized the execution ar-d delivery of this Lease. (b) tfefther the execution and delivery of this Leese, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results In a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which lessor is now a party or by which Lessor Is bound, constitutes a default under; any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or *&sets of Lessor, or upon the Equipment except Permitted Encumbrances. ARTICLE lit LEASE OF EWIPRabiiT Section 3.1. Leese. Lessor hereby leases and sells the Equipment to lessee, and Lessee hereby leases and purchases the Equipment from lessor, upon terms and conditions set forth in this lease. section 3.2. possession -and Enioviant. Lessor hereby covenants to provide Lessee during the Term of this Lease with the quiet use and enjoyment of the Equipment, and Lessee shall during the Term of this lease peaceably and quietly have i,n nnn 4nn0% 91 33 P, A A 91 - 33 R DEC 14 190 e:56 FP,OM GECFS PAGE.005 �^ 1 1PLE and hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except es expressly set forth In this Leese. Lessor will, at the request of Lessee and at Lessee's cost, Join in any legal action In which Lessee asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. section 3.3. Lesser Access to Scluitssent. Lessee agrees that Lessor shalt have the right at all reasonable times to examine and Inspect the Equipment. Lessee further agrees that Lessor shalt have such rights of access to the Equipment as may be reasonably necessary to cause the proper maintenance of the Equipment in the event of failure by Lessee to perform its obligations hereunder. ARTICLE IV TM OF LEASE Section 4.1. Lease Tens, This Lease shall be in effect for a Tern: cannoning upon its data of execution and ending as provided In Section 4.5. Seetlon 4.2. Typtitrstfan by Lessee. In the sole event of non -appropriation, lessee shall have the right to terminate this Lease, in whole but not in part, at the and of any Fiscal Year of Lessee, In the manner and subject to the terms specified in this Section and Sections 4�4 and 4.6. Lessee rmy effect such termination by giving Lessor a written notice of termination and by paying to Lessor arty Lease -Purchase Payments and other amounts which ore due and have not been paid at or before the and of its then current Fiscal rear. Lessee shall endeavor to give notice of termination not legs than sixty (60) days prior to the end of such Fiscal Year, and shall notify Lessor of any anticipated termination. in the event of termination of this Lease as provided in this section, Lessor shall have the right to exercise all rsmedfes conferred by Section 12.2, section 4.3. Intent to_Continuo Lease Tersi AaRx_mrfationa. Lessee presently Intends to continue this Lease for its entire Tern+ and to pay all Lease -Purchase Payments specified In Exhibit 9. Lessee's will include in its budget request for each Fiscal Year the Lease -Purchase Psymenta to become due in such Fiscal Year, and wilt use all reasonable and lawful means available to secure the appropriation of money for such Fiscal Year sufficient to pay the Leese -Purchase Payments coming due therein. Lessee's reasonably believes that moneys In an amount sufficient to Rake sit such Lease -Purchase Payments can and wit( lawfully be appropriated and made available for this purpose. Section 4.4. Iffeet o€ Terstinstiori. upon termination of this Lease as provided in Section 4.2, Lessee shall not be responsible for the payment of any additional lease -Purchase Payments coming due with respect to succeeding Fiscal Years, but if Lessee has not delivered possession of the Equipment to Lessor in accordance with Section 12.3 and conveyed to Lessor or released its interest in the Equipment within ten (10) days after the termination of this Lease, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in on amount equal to the amount of the lease -Purchase Payments thereafter coming due uxier Exhibit B which are attributable to the number of days after such ten (10) day period during which Lessee fails to take such actions and for any other logs suffered by Lessor as a result of Lessee's failure to take such actions as required. Section 4.5. Terainstf_ of Lease -Very. The Tenn of this Lease will terminate upon the occurrence of the first of the following events: (a) the termination thereof by Lessee in accordance with Section 4.2; (b) the exercise by Lessee of its option to prepay the Lease -Purchase Payments pursuant to Article XI (c) a default by Lessee and Lessor's election to terminate this Lease pursuant to Article Xiil or (d) the payment by Lessee of all Lease -Purchase Payments and other amounts authorized or required to be paid by Lease@ hereunder. Section R.S. 119rtstibstit ion, If this Lease is terminated by Lessee in accordance with Section 4.2, Lessee agrees not to purchase, tease or rent personal property to perform the sane functions as, or functions taking the place of, those performed by the Equipment, and agrees not to permit such functions to be performed by its own employees or by any agency or entity affiliated with or hired by Lessee, for 6 period of three hundred sixty (360) days; provided, however, that these restrictions shalt not be applicable in the event the Equipment shalt be said by Lessor and the amount received from such sate, teas all costs of such sate, Is sufficient to pay the then applicable Prepayment Price for the Equipment as set forth In Exhibit 0; or if or to the extent that the application of these restrictions would affect the validity of this Lease. ARTICLE V LEASE -PURCHASE PAYWNTS Section 5.1. Leese-P g3bAe Pansents. Lessee agrees to pay Lease -Purchase Payments during the Term of this Lease, in the amounts and an the dates specified in Exhibit B. All Lease -Purchase Payments shall be paid to Lessor at its offices at the address specified In the first paragraph of this Lease, or to such other person or entity to which Lessor has assigned such Lease -Purchase Payments as specified in Article Xi, at such place as such assignee may from time to time designate by written notice to Lessee. Lessee sftUtl pay the Lease -Purchase Payments exclusively from Moneys legally available therefor, In lawful money of the United States of America to Lessor or, in the event of sssigrrwnt of the right to receive Leese -Purchase Payments by Lessor, to its assignee. interest shalt accrue from the commencement pats. Section 5.2. SOMME of reverent. All Lease -Purchase Payments required to be paid by Lessee pursuant to this Lease shalt be paid from mot ys duly budgeted, appropriated, obligated and otherwise provided and made available therefor by Lasses. Lessee shall lawfully budget for, appropriate, provide and otherwise obtain and make available am" Sufficient to pay when due all Lease -Purchase Payments which will become due and owing during the Term of this Lease. 91--- 33 h5 f— 1 4—QP COT 1 Gt 1 Q 1 7 R9R i n9n P_ AS 91-- 33 1)EC 14 190 8:57 FROM GECFS PAGE.00S Section 9.3. .Interest Conoanent. A port ton of eaceaa#•purchase Payment is paid As and represents the payment of Interest. Exhibit 9 sets forth the Interest component of oath Lease -Purchase Payment. section 5.4. Leasr Paarctmese Paymeen_ to be tlnco►n)itional. Except as provided in Section 4.2, the obligation of Lessee to make Lenaa-Purchase Payments or any other paymnents required hereunder shot( be absolute and unconditional, in all events. Notwithstanding any dispute between Lessee and Lessor or any other person, Lessee shall make all Lease -Purchase Payments srxi other payments required hereunder when due and shall not withhold any Lease -Purchase Payment or other payment pending final resolution of such dispute not shalt Lessee assert any right of set-off or counterclaim against its obligation to make such Leas# -Purchase Payments or other payments required under this Lease. Lessee's obligation to make lease -Purchase Payments or other payments during the lease teen shall not be abated through accident or unfor#seen circumstances. However, nothing herein shall be construed to release Lessor from the performance of Its obitpattons hereunder; and If Lessor should fail to perform any such obligation, Lessee may institute such legal action against Lessor as Lessee may deem necessary to compet the performance of such obligation or to recover damages therefor. ARTiCLI: VI INSMANCmS AND NECLIWKC:E Section 6.1. Liability irsurance. Upon receipt of possession of the Equipment, Lessee shad take such measures as may be necessary to ensure that any IIabllity for injuries to or death of any person or damage to or lass of property arising out of or in any way relating to the condition or the operation of the Equipment or any part thereof, is covered by a blanket or other general IlobiIIty insurance pot ley maintained by Lessee. The Net Proceeds of at such insurance shall be applled toward extinguishment or satisfaction of the liability with respect to which any Net Proceeds may be paid. Section 6.2. Property law-gKonce. Upon receipt of possesslon of the Equipment, Lessee that( have and assume the risk of loss with respect thereto. Lessee shalt procure and maintain tontinvously in effect during the Term of this Lease, Mt -risk insurance, subject only to the standard exclusions contained in the policy, in such amount as will be at least sufficient so that a claim may be made for the full reptac#mant cost of any part thereof damaged or destroyed and to pay the applicable Prepayment Price of the Equipment. such insurance may be provided by a rider to an existing policy or under a separate policy. Such insurance may be written with customary deductibtme smarts. The Net Proceeds of insurance required by this Section shalt be applied to the prompt repair, restoration or replacement of the Equipment, or to the purchase of the Equipment, as provided in section 6.6. Any Net Proceeds not needed for those purposes shall be paid to Lessee. Section 6.3. Worker's Caaoensation LgEEar_�ce. if required by State low, Lessee shalt carry worker s cmpensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidarcing such coverage throughout the Term of this Lease. s¢ctton 6.4. itemaaimmaeo s for all tryare ce. All insurance policies (or riders) required by this Artiste shalt be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the united States and qualified to do business in the state; and shalt contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least ton (10) days before the cancellation or revision becomes effective. All insurance policies or riders required by Sections 6.1 end 6.2 shall name Lessee and Lessor as insured parties, and any insurance policies or rider required by Section 6.3 shall name Lessee as insured party. Lessee shall deposit with Lessor poticies (and riders) evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any policy (or rider), Lessee shall furnish to Lessor evidence that the policy has bean renewed or replaced by another policy confoneing to the provisions of this Article, unless such insurance is no longer obtainable in which event Lessee shalt notify Lessor of this fact. Section 6.3. Lessee 0a NeAlin#nce. Lessee assumes ant risks and liabilities, whether or not covered by insurance, for loss or damage to the Equipment and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the property of others, which is proximately caused by the negligent conduct of Lessee, its officers, "ployees and agents. Lessee hereby assumes responsibility for and agrees to raimburse Lessor for ant liabilities, obligations, tosses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor that in any way rotate to or arise out of a claim, suit or proceeding based In whole or in part upon the negligent conduct of Lessee, its officers, amployees and agents, to the maximums extent permitted by law. Section 6.6. passes to -Or V@struc_tJ_qa of Eauipamt. If after delivery of the Equipment to Lessee ell or any part of the Equipment is lust, stolen, destroyed or damaged beyond repair, Lessee shall as soon as practical after such event eltherT (1) replace the same at Lessee's sole cost and expense with equipment of equal or greater value to the Equipment immediately prior to the time of the loss occurrence, such replacement equipment to be subject to Lessor's reasonable approval, whereupon such replacement shall be substituted in this Lease by appropriate emxdorsementj or (it) pay the applicable Prepayment Price of the Equipment as set forth in Exhibit D. Lessee shalt notify lessor of which course of action It will, take within fifteen (15) days after the toss occurrence. If Lessee fails or refuses to notify Lessor within the required period, Lessor may, at Its option, mdaclare the applicable Prepayment Price of the Equipment set forth in Exhibit g Immediately due and payable, and Lessee shall be obligated to pay the same. The Net Proceeds of all insurance payable with respect to the Equipment shall be available to Lessee and shall be used to discharge Lessee's obligations under this Section. on payment of the Prepayment Price with respect to the Equipment, this Lease than terminate and Lessee thereupon shalt become entitled to the Equipment AS y1_33 91- 33 DEC 14 190 ..8t58 FROM GECFS 19, WITHOU1 WARRANTIES, EXPRESS OR IMPLIED, iMCLIIDIN Mir MERCHANTABILIT P1INESS FOR THE USE CONTEMPLATED ANY LESSEE, except that the Equipment *halt not be by or arising through lessor. PAGE.007 ki T OR FITNESS FOR ANY PARTiCULAR PURPOSE OR subject to any lien or encutbrome crested M"CLE vii OTHER 091.1GATlCM tW LESSEE Section ?.1. Else: Peruits. Lessee shalt exercise due care in the installation, use, operation end maintenance of the Equipment, end shall not install, use, operate or maintain the Equipment improperty, carelessly, in violation of any state and Federal Lew or for a purpose or in a manner contrary to that contemplated by this Leese. Lessee shall obteln sit permits and licenses necessary for the installation, operation, possession and Use of the Equipment. Lessee $hell empty with all State and Federal Lowe applicable to the fnatallation, operation, posseasion and use of the Equipment, and if compliance with any such state and Federal Law requires changes or additions to be made to the Equipment, such changes or additions shall be made by Lessee at its expenses. Section 7.2. flaintenerm of Eoluicsomt by Lessee. Lessee shall, at its own expense, maintain, preserve and keep the Equipment in good repair, working ,order and condition, and shall from time to time make all repairs and reptecemmts necessary to keep the Equipment in such eoriditien. Lessor shalt have no responsibility for any of these repairs or replacements. Section 7.3. Taxes, Other 6v_v_ermmtat—Chanys and Iltil.i_tx_. Except as expressly limited by this Section, lessee shell pay all taxes and other charges of any kind whatsoever which are at any time lawfully assessed of levied against or with respect to the Equipment, the Lease -Purchase Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against lessee or Lessor. Lessee shall also pay when due sit gas, water, steam, electrioltyi heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any govarrmental body for public improvements that may be secured by a lien on the Equipment= provided that with respect to special aosesamonto or other governmental charges that nesy lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such inataltments ea are required to be paid during the Term of this Lease as and when the oame become due, Lessee shall not be required to pay any federal, state or local income, inheritence, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capitol •took, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax Is made in lieu of or ss a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good fatth contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessaa shall promptly pay such taxes, assessments, utility or other charges or provide lessor with full security against any loss which may result from nonpayment, In form satisfactory to Lessor. Section 7.4. if Lessee shall fait to perform any of its obligations under this Article, Lessor may, but shell not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per arum or the maxinam rate permitted by law, whichever Is less, from the date of the advance to the date of repayment. ARTICLE VIII TITLE section a.i- Title. During the Term of this Lease and so long as Lessee is not in default under Article XIi, legal title to the Equipment and any and all repairs, replacements, substitutions and modifications thereto ahatt be In Lessee and Lessor shalt have no security interest therein. Section 11.2. Liens. During the Term of this Lease, Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or With respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided and Permitted Encumbrances. Except as expressly provided in section 7.3 and this Article, Lessee shalt promptly, at its own expense, take such action as may be necessary duly to discharge or remove any such mortgage, pledge, lien; charge, encumbrance or claim if the same shall arise at any time. Lessee shall reimburse Leenor for any expense incurred by Lessor In order to discharge or remove any such mortgage, pledge, lien, charge, en umxrance or claim. section 8.3. Jns%atIotJpn__ef___Lejmeg,X Emlimmt. Lessee may at any time and from time to time, in Its sole discretion and at its own expense, install other Items of equipment in or upon the Equipment, which items shall be Identified by togs or other symbols affixed thereto as property of Lessee. All such items so identified shall remain the sole property of Lesoee, In which Lessor shall have no interest, and may be modified or removed by Lessee at any time provided that Lessee Malt repair and restore any and all damage to the Equipment resulting from the installation, modification or removot of any such Items. Nothing in this Lease shell prevent Lessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease -purchase contract, or subject to a vendorrs tfen or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Equipment. Section 8.4. iiodification of Eauitaaent. Lessee shall at its own expense, have the right to make repairs to the Equipment, and to sake repairs, replacements, substitutions and modifications to ail or any of the parts thereof. All such 33 nCr`_ t d-4A FAT i A !'7A r, 1 7 A9A 1 Al2A P. FI7 91 -- 33 DEC 14 190 8:55 FROM GECFS T PRGE.008 rk and any part or eompmmmt used or installed to ea a e' fopeifP or as a replacemmmermt, substitution or #4difitstion, shalt thereafter conFrriee part of the Equipment end be subject to the provisions of this Leese. Such work that not in any way damage the Equipment or taus# it to be used for purposes other than those authorized under the provisions of State and Federal Low or those contemplated by this Lease; and the Equipment, upon completion of any such work shall be of a value which is not less then the votue of the Equipment immediately prior to the oommencemermt of such work. Any property for which a replacement or substitution is made pursuant to this Section may be disposed of by Lessee in such manner and on such term as are determined by Lessee. Lesa#a will not permit any mechanic's or other lira to be established or remain against the Equipment for tabor or materials furnished in oonnection with any repair, replacement, substitution or modification made by Lessee pursuant to this Section; provided that if any such lien is established and lessee shall first notify Lessor of lessee's intention to do so, Lessee may in good faith contest any lien filed or established against the Equipment, and in such event may permit'the Items so contested to remain undischarged and unsatisfied during the period of such contest and any "Vast therefrom unless Lessor shalt notify Lessee that, in the opinion of independent Counsel, by nonpayment of any such item the interest of Lessor in the Equipment will be materially andervered'or the Equipment or any part thereof will be subject to toss or forfeiture, in which event Lessee shall promptly pay and couse to be satisfied and discharged all such unpaid items or provide Lessor with full security against any such loss or forfeiture, in form Satisfactory to Lessor. lessor will cooperate fully with Lessee in any such contest upon the request and at the expense of Lossee. section B.S. Pgr ! ProaorJX. The Equipment is and shalt at ell times be and remain personal property notwithstanding that the Equipment or any port thereof may be or hereafter became in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon or attached in any manner to what is permanent by means of comment, plaster, nails, bolts, screws or otherwise. ARTICLE IX WARRANTIES Section 9.1. 6e_lectitn of Eomutmaawt. The Equipment anal the Contractor have been calcoted by es a* and Lessor shall have no responsibility in connection with the selection of the Equipment, its suitability for the use intended by Lessee, the acceptance by the Contractor or its sales representative of the order submitted, or any delay or failure by the Contractor or its sales representative to manufacture, deliver or install the Equipment for use by Lessee. Lessee authorises Lessor to add the serial number of the Equipment to Exhibit A when available. Section 9.2. Lnsta lotion and Maintenance_ f Eauiewcni. Lessor shell have no obligation to install, erect, test, inspect, service or maintain the Equipment under any circumstances, but such notions shall be the obligation of Lessee or the Contractor. Section 9.3. Wtrsctor4;_Narranties. Lessor hereby assigns to Lessee for and during the Team of this Lease, all of its interest in all Contractor's warranties and guarantees, express or imptied, issued on or applicable to the Equipment, and Lessor hereby authorizes Lessee to obtain the customary services furnished in commrneotton with such warranties and guarantees at Lessee's expanse. Section 9.4. Patent Infrinagwnnt. Lessor hereby assigns to Lessee for and during the Term of this Lease ail of its interest in patent indemnity protection provided by any Contractor with respect to the Equipment. Such assignment of I patent indemnity protection by Lessor to Lessee shall constitute the entire liability of Lessor for any patent Infringement by + Equipament furnished pursuant to this lease. j Section 9.5. k11Gtatamer of Warranties. THE EQUIPMENT IS DELIVERED AS 15, AND LESSOR HAKES NO WARRANTY OR J REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTA91L1TT OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED AY LESME, OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR .WARRANTY WITH RESPECT TO THE EQUIPMENT, ARTICLE X m PMATPW - i Section 10.1. When Availably. Lessee shalt have the option to prepay its obligation to poy all future Lease - Purchase Payments with respect to the Equipment on any Payment Pate for the then applicable Prepayment Price set forth In Exhibit J 8, but only if Lessee is not in default under this Lease, and onlyin the manner provided in this Article. section 10.2. Exercise of 000 — Lessee shalt give notice to Lessor of its intention to exerolsa its option not less then thirty (30) days prior to the Payment Date on which the option is to be exercised and shall deposit with Lessor on the date of exercise an amount equal to all lease -Purchase Payments and any other amounts then due or past due (including the Lease -Purchase Payment due on the Payment Date on which the option Is to be exercised) and the applicable Prepayment Price sat forth in Exhibit 9. The closing shalt be on the Payment Date on which the option is to be exercised at the off Its of Lessor. Section 10.3. R [case _ tessar's interest. upon exercise of the purchase option by Lessee, this Lease shall terminate. ARTICLE X1 ASSIGN W, SUMLEASING, MORTGAGING AND SELLING Section 11.1. Assimxmesent bw Lessor. Lessor shalt not assign its obligations under this Lease, and no purported assignment thereof shalt be effectivo. All of Lessor's right, title and/or interest In and to this Lease, the Lesse-Purchase Payments and other mnou nts due hereunder and the Equipment may be assigned and reassigned in whole or in part to one or more assignees or subassigneas by Lessor at any time, without the consent of Lessee. No such assignment shall be effective as against 91-- 3- DEC 14 190 9:00 FROM GECFS I 11 PAGE.009 Lessee unla" and until the assignor the tI have filed .k copy or written notice thereof identifyinng the assignee. Lessee shalt pey Ott Losse-Purchase Payments due hereunder to or at the direction of Lessor or the assignee named in the most recent assignaertt or notice of assignment filed with Lessee. oaring the Lease Term lessee shalt keep a comptate arc! accurate record of all such assignments. In the event lessor assigns participation in its right, title and/or interest in and to this Lease, the Lease -Purchase Payments and other amounts due hereuder end the Equipment, such participants shall be considered to be Lessor with respect to their participated shares thereof. Section %2. Assiartiacnt acid Stbl Tiro b�lessee. Neither this lamas nor lessee's interest in the Equipment may be assigned by Lessee without the written consent of Lessor. However, the Equipment may be subleased by Lessee, in whole or in part, Without the consent of lessor, subject, however, to each of the following conditionst (1) Thin Lease and the obligation of Lessee to make Lease -purchase Payments hereunder, shall remain obligations of Lessee. (11) The subleases shall east** the obligations of Lessee hereunder to the extent of the interest subleased. (III) Lessee shalt, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to Lessor a true and complete copy of such sublease. , tiv) go sublease by Lessee shalt cause the Equipment to be used for a purpose other then a governmental funotlon authorised under the provislons of the Constitution and taws of the state. (v) No sublease shalt cause the Interest component of the Lease -Purchase Payments due with respect to the Equipment to become inaludible in gross income of the recipient for federal income tax purposes. section 11.3. Restriction on Nortga e r sale of Eauf�t by Lessee. Except as provided in Section 11.2, Lessee will not mortgage, sell, assign, transfer or convey the Equipment or any portion thereof during the Term of this Lease, or remove the same from its bourtlarles, without the written consent of Lessor. ARTICLE XII EVENTS of DEFAULT Aim REMEDIES Section 12.1. Eventsf Default Defines!. The following shall be "events of default" under this Lease and the terms "events of default" and "default" shalt mean, whenever they are used in this Lease, with respect to the Equipment, any one or more of the following events: (1) failure by Lessee to pay any Lease -Purchase Payment or other payment required to be paid under this Lease at the time specified herein and the continuation of said failure for a period of three (3) days after ttlephonle or telegraphic notice given by Lessor that the payment referred to in such notice has not been received, such telephonic or telegraphic notice to be subsequently confirmed in writing, or after written notice. (ii) failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in Clause (1) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to Lessee by Lessor, unless lessor shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if correctfve action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. (111) The filing by Lessee of a voluntary petition in bankruptcy, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as Mould impair the ability of Lessee to carry on its governmental or proprietary function or adjudication of Lessee 6a a bankrupt, or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to Lessee in any proceedings instituted under the provisions of the Federal Bankruptcy Statute, as emended, or under any similar acts which may hereafter be, enacted. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: if by reason of forp� Immateure Lessee is unable in whole or in part to carry out its obligations urxkr this Lease with respect to the Equipment, other than its obligation to_pg,e Lease Purchase Payments with r uect thereto which shell be paid when sloe notwit stand! the prrcylsions_ f this i2eragraefm, lessee shall not be deemed in default during the continuance of such inability. The term "force awe" as used herein shall mean, without limitation, the following., sets of God; strikes, lockouts or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the W ted States of America or the State or their respective departments, agencies or officials, or any civil or military outhorltyl insurrections; rioter Landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmhlasion pipes or canals; or any other cause or event not reasonably within the control of Lessee and not resulting from its negligence. Lessee agrees, however, to remedy with all reasonable dispatch the cause or causes preventing Lessee from carrying out its obligations under this Lease; provided that the sattlement of strikes, lockouts and other labor disturbances shalt be entirely within the discretion of Lessee and Lessee shalt not be required to make settlement of strikes, lockouts and other labor disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of Lessee unfavorable to Lessee. Section 1Z.2. g_wed__ }yew of Defgult. Whenever any event of default referred to in Section 1Z.1 hereof shalt have happened and be continuing with respect to the Equipment, Lessor shalt hove the right, at its option and without any further demand or notice, to take one or arty combination of the following remediat steps: (1) Lessor may declare the then applicable Prepayment Price set forth on Exhibit g to be due and payable by Lessee, whereupon such Prepayment Price shalt be immediatety due and payable. 91- 33 91 - 33 DE.0 14 ' 90 - 9 : 00 FROM GECF S PAGE . 010 (11) Lessor, with or without terminating �i „Ey repossess the Equipment by giving Losses written notice to deliver the Equipment by giving Lessee written notice to deliver the Equipment to lessor, whereupon Lessee shall do so In the marw+er provided in station 12.3. In the event Lessee fails to do to within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's premises where the Equipment is kept and take possesslon of the Equipment, and charge lessee for costs Incurred in repoaaesaing the Equipment, including reasonable attorney's fees. Lessee hereby expressty waives any damages occasioned by the repossession. if the Equipment or any portion of it has been destroyed or damaged beyond repair, Lessee shall pay the than applicable Prepayment Price for the Equipment as set forth in Exhibit 0 (less credit for Net Proceeds) to Lessor. Lessee shalt oontimj@ to be reaponalbte for the payment of the Leese -Purchase Payments. When the default is cured, if Lessor has not sold the Equipment pursuant to Clause (iii) or (iv). Leaaor shell return the Equipment to leases at Lessee's exp@nae. (tit) if the lessor terminates this Lease and takes possession of the Equipment, lessor shalt wlthfn thtrty-(30) days thereafter use its best efforts to sell the Equipment or any portion thereof in ■ commercially reasonable m nr*r at publio or private sale in accordance with applicable State laws. lessor shalt apply the proceeds of such sale to pay the following items In the following order: (a) costs incurred in repossessing the Equipment from Lessee; (b) reasonable expenses of sale; (c) any Lease -purchase Payments or other amaxnts due hereunder then outstanding and unpaid; and (d) the applicable Pr@payment Price. Lessee shall Continue to be responsible for the payment of any Lease -Purchase Payments or other amounts due hereunder then outstanding and unpaid and the applicable Prepayment Price except to the extent Lessor obtains no ys for the payment thereof as provided in this Clause. Lessor shall pay Lessee any sale proceeds not needed for the purposes specified above. (iv) Lessor may take any other remedy available at taw or In equlty to require Lessee to perform its obllgstfon hereunder. Section 12.3. R turo of E ipmertt. Upon the termination of this Leas@ prior to the payment of all Lease - Purchase Payments in accordance with Exhibit B. lessee shall return the Equipment to Lessor in the condition, repair. appearance and working order required in section 7.2, in the following manner as may be specified by Lessort (1) by delivering the Equipment at lessee's cost and expense to such place within the State as Lessor shalt specify; or (it) by loading such portions of the Equipment as are considered movable at Lessee's cost and expense, on board such carrier as Lessor shalt specify and shipping the same, freight prepaid, to the place specified by Lessor. If Lessee refuses to return, the Equipment in the manner designated, lessor may repossess the Equipment and charge to Lessee the costs of such repossession or pursue any remedy described In section 12.2. station 12.6. go ReNedv Exetusive. No remedy conferred upon or reserved to lessor by this Article is intended to be exclusive and every such remedy shalt be cumulative and shall be In addition to every other remedy given under this Lease. No delay or *Mission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right and power may be exercised from time to time end as often as may be deemed expedient by Lessor or its assignee. Section 12.5. Awyement to Per Attormr's fees and Expenses. In the event either party to this Lease should default under any of the provisions hereof and the nondefaulting party should employ attorneys and/or incur other expenses for the collection of moneys or for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained. the defaulting party agrees that it will on demand therefor pay to the nondefautting party the reasonable fee of such attorneys and/or such other reasonable expenses so incurred by the nondefoultinng party. In the event that legal proceedings relating to this Lease (but not including an action by a nondefautting party against a defeuttfng party) are comm oed in any court or before any other tribunal of competent jurisdiction, the reasonable legal fees and other reasonable costs and expenses of the prevailing party shall be paid by the nonprevaiting party on demand of the prevailing party. section 12.6. Late char e. Whenever any event of default referred to in Section 12.1, Clause (1) hereof shalt have happerned and be continuing with respect to the Equipment, Lessor shall have the right, at its option and without any further demand or notice, to require a late payment charge for each thirty (30) day period or part thereof during which such event of default occurs, equal to four percent (4%) of the delinquent amount, and Lessee shall be obligated to pay the same immadfstety upon receipt of Lessor's written invoice therefor; provided, however, that this Section 12.6 shall not be applicable if or to the extent that the application thereof would affect the validity of this Lease. ARTICLE X111 MUIMI5T1ATIVE PRMISIENS section 13.1. Matices. All notices, certificates, legal opinlons or other communications hereunder shalt be sufficiently given and shall be deemed given when delivered or deposited in the united states matt in registered fort" with postage fully prepaid to the addreasea specified on the first page hereof; provided that Lessor and Lessee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinion or other communications will be sent. sectfan 13.2. Finar,ciat Tnforaation. ouring the Term of this Lease, Lessee annVatty wilt provide Lessor with currant financial statements, budgets, proof of appropriation for the ensuing fiscal year and such other ffranciat information relating to the ability of Lasses to continue to pay the Lase -Purchase Payments required under this Lease as may be requested by Lessor or its assignee. Section 13.3. lindfrro Effect. This Lease shall inure to the benefit of end shalt be bindir►g upon Lessor end Lessee and their respective successors and assigns. 9 91 -- 33 DEC Id 190 .9:01 FROM GECFS PAGE.011 2"tfun 13.4. AevaraWILU, lrf6t1111 Mt provision of this Leese !hall be held Invalid of unenforceable by arty court of conpetent Jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Secticrr 13.5. A . Me, Chances and Mlodisiwtions. This Lessa may he eerended or any of its terms modified only by written document duly authorized, executed and delivered by Lessor and Lessee. Section 13.6. Caatiortis. The captions or headings in this Lost* are for convenience only and in no way define, limit or describe the scope or intent of any provislana, Articles, Sections or Clauses of this Leese. section 13.T. =her eEM3M aid Corrective tnstoyiMs. Lessor and Lewes agree that they uitl, from time to time, execvteo acknowledge end deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended to to be, for indicating the Commneement pate and for carrying out the expressed intention of this Lease. Seetfen 13.6. Execution 3n eountertwrts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. sectian MY. ftlicable Lew. This Lease shall be governed try and construed in accordance with the laws of the State. IN WITNESS WHEREUF, Lessor has caused this Leese to be executed In its corporate name by its duty authorised officer; and Lessee has caused this Lease to be executed in its rwmrc by its duty authorised officer, as of the data first above written. GE CApitat Public rinance, Inc., Lessor Its ^F1^, Lessee It: 91-- 33 91 -- 3 3 DEC 14.'90 9:02 FROM GECFS PAGl:.012 �Rlll� ON1SIT A EaU1PMM The Equipment which is the aub)ect of the attached leeWPurchase Agreement is as fnllOws: Quantity Descrio icn saria-L11A i U 91 33 A-1 ACP_ / d—QQ COT 1 Q* lA A I alp 1 Q'!Q A 1 7 91- 33 bEC 14 90 3102 FROM GECF5 I'RGE.013 'A II MFIt MINT • ski of wn-Pimum PA1r "3 Leasee: ^Ff^ oat# of Leese: ^FZ^ Murder and Fre"ncy Of Payelantst— Fiscal Year of Lesseac � � kee a Pu chase Pevlflent schedule Due Payment alit N Total Principal Peyrmttt LCM2020t interest MMRML Prepayment *After peyswsnt of Lease-Purchsse Payment due on such date. 9 1 — 33 e•t �Cf�r1A_an CDT IM q Gi'� Q'�f] 1A7A P 1X 91 - 33 DEC 14 190 9:03 FROM GECFS PAG'E.014 SAMMU Esialtlr C CERTIFICATE OF ACCEPTAMM 1, the undersigned, hereby certify that I am the duty "I "fled and acting _ _ of ^F1^, (Lessee); and, with respect to the Lease -Purchase Agreement dated ^Ft^ (the Lease), by and between Lessee and ^F W (Lessor), that: 1. The equipment described in the Lease (the Equipment) has been delivered and installed in accordance with Lessee's Specifications (as that terra is defined in the Lease) end has been accepted by Lessee. Z. The lease -purchase payments provided for on Exhibit 8 to the lease (the Lease -Purchase Payments) shall commence and be due and payable on , W_,,,__, and the of each thereafter, in the amounts and on the date* shown on Exhibit g to the Lease. 3. Leasee has appropriated and/or taken other (awful actions necessary to provide moneys sufffcient to pay all Lease -Purchase Payments required to be,paid under the Lease during the current fiscal year of Lessee, and such morays will be applied in payment of all Lease- Purchase \Psysknt* due end payable during such current fiscal year. Lessee will budget for, request, approprlote, provide and otherwise obtain and make availabte sufficient moneys to pay all Lease•Purahose Payments required to be paid under the Lease during the Term of the Lease (as that phrase is defined in the Lease), and such moneys will be applied in payment of such lease -Purchase Payments. 4. Lessee has obtained from a reputable insurance company qualified to do business in the state of Florida (the State) insurance with respect to all risks required to be covered thereby pursuant to Article VI of the Lease. 5. Lessee is exempt from sit personal property taxes, and is exempt from sales and/or use taxes with respect to the Equipment and the Lease -Purchase Payments due under the Lease. 6. During the Term of the Lease, the Equipment will be used by Lessee to perform essential governmmentat functions. Such functions area T. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its employees to enter into the lease; the proper authoritaticn, approval and/or execution of the lease and other documents contemplated thereby; the appropriation of moneys, or any other action taken by Lessee to provide moneys sufficient to make Leash -Purchase Payments coming due under the Lease in Lessee's current fiscal years or the ability of Lessee otherwise to perform Its obligations under the Lease and the transactions contemplated thereby. Dated: "Strike inapplicable Lena ^F1^, Lessee 8y Its SAME c-1 y1-- 32 ��-r•. 4 A —oo^ �ma r 1 ra �� G. 1 7 la7t� 1 A'�A p 1 d 91--- 33 _-I UNIBiT D IPIMiCM OF t "VEL (to be typed an letterhead) "F 1" "F4" ce capital Public Finance, Ind. ' Three Capital Drive Eder Prairie, NM 55344 Ilea Lease -Purchase Agreement dated as of � Fv by and between GE capital Pdbtle Finance, inc. and ^F1". Gentlemen: I have acted as counael to Leaaee with respect to the Lease -Purchase Agreement described above (the Lease) and various related Potters, and in this capacity have reviewed a &*Il oate original or certified copy of the Lease and the Exhibits attached thereto. Based upon the examination of these and such other docu,mmeltts as 1 deem relevant, it Jr. ay opinion ttate 1. Lessee is a municiell corporation and political subdivision of the state of Florida (the State), duly organized, existing and operating under the Constitution and taws of the State. 2. Lessee is authorized and has power under applicable low to enter into the lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of lessee, and is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal lows affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or effecting the enforcement of creditor's rights. 4. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting, public bidding and other laws, rules I and regulations of the State. i Tho erornmtinn of tho Looao arW the eppeepelatien ai mensys to pay the Lasea-Purchase Pavv"Ala AWF6/ Am thereunder, do not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount in indebtedness which may be incurred by Lessee. 6. there is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that chaltenges the organization or existence of Lessee; the authority of Lease* or its off fears or its employees to enter into the Lease; the proper authorization, approval and/or execution of the Lease, the Exhibits and the other documents contemplated thereby; the appropriation of moneys, or any other action taken by lessee to provide moneys, sufficient to make Lease -Purchase Payments under the Lease for the current fiscal year of Lessee; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions conteaplated thereby. 7. Resolution No. _ of the governing body of Lessee, was duly and validly adopted by such governing body on , 19 , and such resolution has not been amended or repealed and remains in full force and effect. Dated Very truly yours, 91- 33 D•1 Irr--IA_CG1 COT I C. A?A IA A P IC; 9�-- 33 DE.C_ 14 '90 9:04 FROM GEC�FS PACaE.016 V"AMPLE qqi) flI T E REWtWIW MATiN TO L.f"-MRCNM AMEMUT It iT MOLM by the governing body of , (the issuer), follom section 1. Recitals ancLAUt1wizatim. The Issuer, an lessee, bait theretofore entered into a Leese -Purchase Agreement dated as of ^F24 (the Lease), with RE capital Public Finance, inc. as lessor. It Is hereby determined that It is necessary and desire and in the best interests of the Issuer to enter Into the Less* for the purposes therein specified, and the execution and delivery of the Lease by the Issuer are hereby approved, ratifted and confirmed. [section 9. DeaiM!MtiM as Qualified Tax-Exeaat Obl nation. Pursuant to Section 265(b)(3)(9)(11) of the Internal Revenue Code of 19M (the Code), the 19suer hereby specifically designates the Lease as a "qualffiad tax-exenpt obligation" for purposes of Section 265(b)(3) of the code. � in compliance with Section 265(b)(3)(D) of the Code, the Issuer hereby represents that the Issuer will not designate more than $10,000,000 of obligations issued by the issuer in the cateniar year during which the Lease is executed rind delivered as such "quallffed tax-exempt obligations." Section 3. Issuance Lia:-t_tian. In compliance with the roWirements of Section 265(b)(3)(C) of the Code, the issuer hereby represents that the issuer (Including all "subordinate entftfes" of the issuer within the meaning of section 265 COMM of the Code) reasonably anticipates not to Issue in the calendar year during which the lease is executed and delivered, obligations bearing Interest exempt from federal income taxation under Section 103 of the Code (other than "private activity bonds" as defined in Section 141 of the Code) in an w*mt greater than $10,000,000. Attached hereto as Schedule A is a fist of all such obtfgetiont issued by the Issuer (including any "subordinate entfty") during such calendar year.l Attests Chairperson UMPLEIlm E-i 91- 33 — *.A., TOTOI POisF SIR �1c�Ic 91-- 33 CITY OF MIAMI, FLORIDA 2Z INTER -OFFICE MEMORANDUM i - .I TO : The Honorable •Mayor and Members DATE : JAN - 21991 FILE of the City Commission SUBJECT Resolution authorizing j City Manager to Execute —; FROM : REFERENCESa Master Lease Agreement Cesar H. Od City Manager ENCLOSURES i s RECOMMENDATION: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute a Master Lease Agreement, in substantially the form attached hereto, with GE Capital Public Finance, Inc. for the Lease/Purchase of vehicles for the Police Department at a cost not to exceed $400,000 for fiscal year 1990-91 with funds therefor allocated from the Department of Environmental Services and Operations Management/Fleet Management Division Operating Budget. BACKGROUND: The City Commission has adopted resolutions 90-845 and 90-939 accepting bids for one hundred and sixty (160) police pursuit vehicles to be financed under a 36-month lease purchase plan with the manufacturer or a similar institution. The Finance Department has investigated various leasing options, with the following results: Municipal loan programs, such as the Florida League of Cities', are more attractive to smaller borrowers since federal tax laws favor loans to those entities by allowing commercial banks to deduct eighty percent of their carrying costs for bank -held debt. Commercial banks are not interested in tax-exempt financings due to their weak taxable earnings at this particular time, and the federal tax laws consideration explained in the previous paragraph. Major leasing companies were found to offer the most competitive rates due to their appetite for tax-exempt debt. The Honorable Mayor and Members of the City domnission Page.-2- The Finance Department has contacted the following four major leasing companies: Chrysler Capital Public Finance Corporation Ford Motor Credit Company GE Capital Public Finance, Inc. General Motors Acceptance Corporation Ford Motor Credit Company would only finance Ford -manufactured equipment. After extensive negotiations with the other three companies, the Finance Department recommends entering into a 36- month master lease agreement with GE Capital Public Finance, Inc. since this institution is offering a 7.34% interest rate versus a 7.5% interest rate offered by the other two companies.